Evolent closes Valence buyout, adding $74m to price

Evolent Health (NYSE:EVH) said this week that it closed its acquisition of value-based administration, population health and advisory services provider Valence Health – but spent a lot more than the original $145 million it put on the table.

Evolent agreed in July to pay $35 million in cash and 5.84 million in EVH shares, which closed at $18.68 apiece the day before the deal closed, making that portion of the acquisition worth $109.1 million. The buyout does not include Valence’s state insurance cooperative contracts, which are slated to be transferred to a separate entity owned by Valence’s shareholders.

Evolent, which took itself public in a $195.5 million offering last year, said Oct. 3 that the deal wound up being worth $219.4 million: $50.3 million in cash and 7.05 million EVH shares, which closed at $24.84 each yesterday, adding another $175.1 million.

“The terms of the transaction were amended relative to the agreement announced at signing and the closing merger consideration incorporates payments under the original earn-out related to a new contract with MDWise and also an adjusted mix of cash and stock to provide sufficient cash to fund the business that the sellers are retaining to serve state insurance cooperatives,” Evolent said.

The new buyout terms include earnouts worth up to $12.4 million payable in EVH shares “tied to new business activity contracted on or before December 31, 2016.”

The Valence business is expected to boost revenues by $80 million to $85 million this year, Evolent said.

“By adding Valence Health’s services to Evolent, we expect to strengthen our operational capabilities and expertise, expanding our ability to support provider organizations in delivering higher-quality, lower-cost care,” CEO Frank Williams said in July. “Strategically, we have tightly aligned visions of improving health care through innovative technology and services that help providers succeed as the industry continues its adoption of value-based payment models. Practically, we expect the addition of Valence Health’s talented team and their experience in value-based administration will advance our ability to drive results for a broader set of clients, providers and patients. We are looking forward to welcoming Valence Health employees and clients to the Evolent team.”

“Our two organizations are culturally and operationally aligned to deliver robust value-based administration and services to health care providers. Combining our team’s 20 years of clinical and strategic experience with Evolent’s proven innovations in value-based care will allow us to better serve our clients with best-in-class technology, clinical models and administrative service capabilities,” Valence CEO Andrew Eckert said at the time.

J.P. Morgan Securities advised Valence on the deal, with Latham & Watkins as legal counsel. Bass, Berry & Sims was legal counsel to Evolent, the company said.

EVH shares were up 1.6% to $25.23 apiece today in mid-day trading.

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